UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D)
OF THE EXCHANGE ACT
For the transition period from ________ to __________
Commission file number: 000-28481
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INTERCONTINENTAL RESOURCES, INC.
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(Exact name of small business as specified in its charter)
NEVADA 86-0891931
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9454 Wilshire Blvd., Suite 301, Beverly Hills, California 90212
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(Address of principal executive offices)
(310) 887-4416
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(Issuer's telephone number)
ANGLOTAJIK MINERALS, INC.
15760 Ventura Blvd., Suite 700, Encino, California
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(Former name, former address, and former fiscal year,
if changed since last report)
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be file
by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by the court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Issued and outstanding as of March 31, 2007: 51,820,458 shares common
stock, $0.001 par value
Transitional Small Business Disclosure Format (Check one): Yes [ ] No |X|
-ii-
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements of Intercontinental
Resources Inc., formly known as Anglotajik Minerals, Inc., (the "Company"), have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB.
Accordingly, these financial statements may not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. These financial statements should be read in
conjunction with the audited financial statements and the notes thereto for the
fiscal year ending December 31, 2006. In the opinion of management, the
accompanying unaudited financial statements contain all adjustments necessary to
fairly present the Company's financial position as of March 31, 2007 and its
results of operations and its cash flows for the three months ended March 31,
2007.
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Intercontinental Resources, Inc.
Formerly Anglotajik Minerals, Inc.
(A Company in the Development Stage)
Balance Sheet
March 31,
ASSETS 2007
(Unaudited)
---------------
Current Assets
Cash $ 62
---------------
Other Current Assets
Advance to stockholder 2
---------------
Total current assets 64
---------------
Total assets 64
===============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accrued expenses $ 61,379
Accrued compensation 769,894
Interest payable 12,985
Note payable - current 28,343
Advances - related party 46,408
---------------
Total current and total liabilities 919,009
---------------
Commitments and contingencies -
Stockholders' Deficit
Common Stock, $.001 Par Value, 300,000,000
Shares Authorized; 51,820,458 Shares
Issued and Outstanding, respectively 51,820
Additional paid-in capital 4,639,080
Deficit accumulated during development stage (5,609,844)
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Total Stockholders' deficit (918,945)
---------------
Total liabilities and stockholders' deficit $ 64
===============
The accompanying notes are an integral part of these financial statements.
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Intercontinental Resources, Inc.
Formerly Anglotajik Minerals, Inc.
(A Company in the Development Stage)
Statements of Operations
(Unaudited)
Cumulative
During the
Development
For the Three Months Ended Stage
March 31, March 31,
2007 2006 2007
--------------- --------------- ----------------
Revenue - - -
Operating costs and expenses
Operating and administrative
expenses $ 97,748 $ 124,698 $ 5,449,040
Depreciation expense - - 5,562
Amortization expense - - 16,500
--------------- --------------- ----------------
Total operating costs and expenses 97,748 124,698 5,471,102
--------------- --------------- ----------------
Loss from operations (97,748) (124,698) (5,471,102)
Other income (expense)
Dividend income - - 1,212
Interest expense (638) (638) (170,917)
Gain on cancellation of accounts payable - - 90,604
Loss on disposal of assets - - (59,641)
--------------- --------------- ----------------
Total non-operating income (638) (638) (138,742)
--------------- --------------- ----------------
Net loss before income taxes (98,386) (125,336) (5,609,844)
--------------- --------------- ----------------
Provision for income taxes - - -
--------------- --------------- ----------------
Net income (loss) (98,386) (125,336) $ (5,609,844)
=============== =============== ================
Loss per common share - basic $ - $ -
Weighted average common shares - basic 51,820,458 51,820,458
The accompanying notes are an integral part of these financial statements.
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Intercontinental Resources, Inc.
Formerly Anglotajik Minerals, Inc.
(A Company in the Development Stage)
Statements of Cash Flows
(Unaudited)
Cumulative
During the
For the Three Month Ended Development Stage
March 31, March 31,
2007 2006 2007
-------------- --------------- ---------------
Cash Flows from Operating Activities
Net income (loss) $ (98,386) $ (125,336) $ (5,609,844)
Adjustment to reconcile net loss to net cash used
in operating activities:
Stock issued for stock-based employee compensation - - 1,912,844
Stock issued for services - - 1,969,181
Amortization and depreciation expense - - 22,062
Deferred compensation expense - - 400,000
Options issued for stock-based employee compensation - 39,959 -
Gain on cancellation of amortization - - (90,604)
Loss on disposal of assets - - 59,641
Change in assets & liabilities
Increase (decrease) in wages payable 86,489 78,626 769,893
Increase in interest payable 638 638 12,985
Increase in accrued expense (1,261) (530) 61,379
-------------- -------------- ---------------
Net Cash used in operating activities (12,520) (6,643) (492,463)
-------------- -------------- ---------------
Cash Flow from Investing Activities
Acquisition of assets - - (65,203)
-------------- -------------- ---------------
Net cash used in investing activities - - (65,203)
-------------- -------------- ---------------
Cash Flow from Financing Activities
Proceeds received from issuance of stock - - 454,636
Proceeds received from advances - related party 12,496 6,718 46,406
Proceeds from bank overdraft - (8) 30,591
Payment on bank overdraft - - (30,591)
Payment on line of credit - - (842,156)
Proceeds received from a note payable - - 28,343
Proceeds received from line of credit - - 870,413
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Net cash provided by financing activities 12,496 67 557,642
-------------- -------------- ---------------
Net increase in cash $ (24) $ 67 $ (24)
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The accompanying notes are an integral part of these financial statements.
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Intercontinental Resources, Inc.
Formerly Anglotajik Minerals, Inc.
(A Company in the Development Stage)
Statements of Cash Flows
(Unaudited)
Cash and cash equivalents at (Inception) December
31, 2006 and 2005 86 - 86
-------------- -------------- ---------------
Cash and cash equivalents at March 31, 2007
and 2006 $ 62 $ 67 $ 62
============== ============== ===============
For the Three Month Ended
March 31,
Supplemental Cash Flow Information 2007 2006
-------------- --------------
Cash paid for:
Interest - -
Taxes - -
Supplementary Information
In March 2005, the company issued restricted common shares to satisfy debts
occurred in 2003 and 2004. The company issued 3,916,434 in restricted common
shares for 2004 printing and reproduction expense valued at $35,237, as well as
3,916,434 in restricted common shares for 2004 consulting expense valued at
$34,285. The company issued 24,867,132 restricted common shares in lieu of the
company's debt to the President for 2003 and 2004 for wages payable of $320,773,
advance from shareholder of $47,376 and vacation accrued of $42,922, and 2005
wages payable of $66,000 and vacation accrued of $4,125.
On October 13, 2003, the company issued 1,000,000 common shares for legal
services valued at $370,000.
In August 2003 the company issued 16,999,984 common shares to shareholders in
exchange for interest payable of $150,519.
In July 2003 the Company issued 286,713 common shares to the President to
relieve an advance of $48,773 and set up a receivable of $51,227. Also in July
2003 a $100,000 signing bonus was paid via the issuance of 279,720 common
shares.
In May 2003 the Company issued 2,797 common shares in exchange for consulting
expenses of $13,500. Also in May 2003 the Company issued 13,986 common shares to
the President pursuant to a stock option agreement, to relieve $100,000 in
officer advances and consulting fees payable.
In April 2003 the mining rights contract and the related shares were cancelled.
In June 2002 the Company issued 20,797 shares of its common stock for consulting
services of $75,000.
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Intercontinental Resources, Inc.
Formerly Anglotajik Minerals, Inc.
(A Company in the Development Stage)
Notes to the Financial Statements
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
Intercontinental Resources, Inc, formerly known as Anglotajik Minerals,
Inc., (the "Company") was incorporated in the State of Nevada in August
1997, under the name Meximed Industries, Inc. In January 1999 the Company
changed its name to Digital Video Display Technology Corporation and in
July 2001 to Iconet, Inc. With new management in the middle of 2003 the
Company again changed its name to Anglotajik Minerals, Inc. The Company was
considered to be in the exploration stage as its operations principally
involve research and exploration, market analysis, and other business
planning activities, and no revenue has been generated from its business
activities. The Company has suspended proposed activities in mineral
exploration in the Republic of Tajikistan, thus the Company again changed
its name to Intercontinental Resources, Inc in May of 2006.
These financial statements have been prepared assuming that the Company
will continue as a going concern. The Company is currently in the
development stage and existing cash and available credit are insufficient
to fund the Company's cash flow needs for the next year. The Company plans
to raise additional capital through private placements. The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
b. Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents. As of March 31, 2007 the Company held $62 in
cash equivalents.
c. Fair Value of Financial Instruments
Unless otherwise indicated, the fair values of all reported assets and
liabilities which represent financial instruments (none of which are held
for trading purposes) approximate the carrying values of such amounts.
d. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling over $5.2 million that can be offset against future
taxable income. These NOL carryforwards begin to expire in the year 2017.
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No tax benefit has been reported in the financial statements because the
Company believes there is a 50% or greater chance the carryforward will
expire unused.
The deferred tax asset and the valuation account are as follows at March
31, 2007 and 2006:
March 31,
2007 2006
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Deferred tax asset:
NOL Carryforward $ 1,907,347 $ 1,780,271
Valuation allowance (1,907,347) (1,780,271)
--------------- ---------------
Total - -
=============== ===============
The components of Income Tax expense are as follows:
March 31,
2007 2006
--------------- ---------------
Current Federal Tax - -
Current State Tax - -
Change in NOL benefit (127,076) (148,483)
Change in allowance 127,076 148,483
--------------- ---------------
$ - $ -
=============== ===============
e. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. In these financial statements, assets, liabilities
and earnings involve extensive reliance on management's estimates. Actual
results could differ from those estimates.
f. Earning (loss) per share (unaudited)
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards (SFAS) No. 128 Earnings Per Share. Basic loss per
share for each period is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period.
Diluted loss per share is computed in a manner consistent with that of
basic loss per share while giving effect to all potentially dilutive common
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shares that were outstanding during the period. The number of additional
shares is calculated by assuming that outstanding stock options were
exercised and that the proceeds from such exercises were used to acquire
shares of common stock at the average market price during the reporting
period. The weighted averages for the years ended December 31, 2003, and
2002, and from inception reflect the reverse stock split of 1:200 that was
approved by the board of directors in July 2001, the 1:143 reverse stock
split effective July 16, 2003 and the 2:1 forward split on September 15,
2003.
The computation of earnings (loss) per share of common stock is based on
the weighted average number of shares outstanding at the date of the
financial statements. Due to rescinding stock options there are no
outstanding employee warrants at three months ended March 31, 2007.
March 31,
2007 2006
--------------- ---------------
Basic and Diluted Earnings Per Share
Income (Loss) (numerator) $ (98,386) $ (125,336)
Shares (denominator) 51,820,458 51,820,458
--------------- ---------------
$ (.00) $ (.00)
=============== ===============
NOTE 2 - New Technical Pronouncements
In February 2006, the FASB issued SFAS No. 155, ACCOUNTING FOR CERTAIN
HYBRID FINANCIAL INSTRUMENTS - AN AMENDMENT OF FASB STATEMENTS NO. 133 AND 140.
This Statement amends FASB Statements No. 133, accounting for Derivative
Instruments and Hedging Activities, and No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. This statement
resolves issues addressed in Statement 133 Implementation Issued No. D1,
"Application of Statement 133 to Beneficial Interests in Securitized Financial
Assets." The adoption of SFAS No. 155 did not have an impact on the Company's
consolidated financial statements.
In March 2006, the FASB issued SFAS No. 156, ACCOUNTING FOR SERVICING OF
FINANCIAL ASSETS - AN AMEDNMENT OF FASB STATEMENT No. 140. This Statement amends
FASB Statement No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities, with respect to the accounting for
separately recognized servicing assets and servicing liabilities. The adoption
of SFAS No. 156 did not have an impact on the Company's consolidated financial
statements.
-8-
In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS.
This statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The adoption of SFAS 157 did not
have an impact on the Company's financial statements. The Company presently
comments on significant accounting policies (including fair value of financial
instruments) in Note 1 to the financial statements.
In September 2006, the FASB issued SFAS No. 158, EMPLOYER'S ACCOUNTING FOR
DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS - AN AMENDMENT OF FASB
STATEMENTS NO. 87,88, 106 AND 132(R). This statement improves financial
reporting by requiring an employer to recognize the overfunded or underfunded
status of a defined benefit postretirement plan (other that a multiemployer
plan) as an asset or liability in its statement of financial position and to
recognize changes in that funded status in the year in which the changes occur
through comprehensive income of a business entity or changes in unrestricted net
assets of a not-for-profit organization. The adoption of SFAS No. 158 did not
have an impact on the Company's consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, THE FAIR VALUE OPTION FOR
FINANCIAL ASSETS AND FINANCIAL LIABILITIES - INCLUDING AN AMMENDMENT OF FASB
STATEMENT NO. 115. This statements objective is to improve financial reporting
by providing the Company with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. This statement is expected
to expand the use of fair value measurement, which is consistent with the FASB's
long-term measurement objective for accounting for financial instruments. The
adoption of SFAS 159 did not have an impact on the Company's financial
statements. The Company presently comments on significant accounting policies
(including fair value of financial instruments) in Note 1 to the financial
statements.
NOTE 3 - Stock Options
Prior to January 1, 2006, the Company applied APB Opinion No. 25,
"Accounting for Stock Issued to Employees", and related Interpretations in
accounting for awards made under the Company's stock-based compensation plans.
Under this method, compensation expense was recorded on the date of grant only
if the current market price of the underlying stock exceeded the exercise price.
The Company has adopted the provisions of SFAS No. 123R using the
modified-prospective transition method and the disclosures that follow are based
on applying SFAS No. 123R. Under this transition method, compensation expense
recognized during the year ended December 31, 2006 included: (a) compensation
expense for all share based awards granted prior to, but not yet vested as of
January 1, 2006, and (b) compensation expense for all share-based awards granted
on or after January 1, 2006.
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In accordance with the modified-prospective transition method, the
Company's financial statements for the prior year have not been restated to
reflect, and do not include, the impact of SFAS 123R.
On November 15, 2006, the Company has decided to rescind all stock option
plans that provide for stock-based employee compensation, including the granting
of stock options to certain key employees. The compensation cost of $119,879
recognized for grants of stock options to employees and directors in the
previous statements of operations was reversed. Due to rescinding the stock
options, there are no stock options open at December 31, 2006.
NOTE 4 - Related Party Transactions
In June 2001, the Company had incurred accrued compensation of $68,327 from
former employees related to the operations involved with Digital Video Display
Technology Corporation. The accrued compensation is included in the total
Accrued compensation of $683,404 at year ended December 31, 2006.
In May 2003 the Company issued 13,986 shares of its common stock to the
officer pursuant to a stock option dated September 1, 2001. This issuance
relieved officer advances payable and consulting fees payable by $31,900 and
$68,100, respectively.
In July 2003 the Board of Directors authorized the issuance of 286,713
restricted common shares to the President to relieve the shareholder advance of
$48,773 and for a receivable of $51,227 from the President.
During the third quarter of 2003, the President was the only member of the
Board of Directors. In July 2003 the Company issued an option to purchase
699,301 shares of common stock at $0.21 per share to a Director of the Company.
Also in July 2003 a signing bonus of $100,000 was paid to the President via the
issuance of 279,720 shares of restricted common stock. Wages payable to the
President of $120,000 for 3rd and 4th quarter of 2003 were accrued during the
2003 year. Additionally $252,000 in wages payable to the President was accrued
during the 2004 year. During the first quarter of 2006, the President accrued in
wages payable $72,500.
During the year ended December 31, 2003, the Company issued a total of
16,999,984 common shares to each of the shareholders to whom interest was due on
the old line of credit. The issuance of these shares relieved the entire
outstanding payable of $150,519.
During the three months ended March 31, 2007, and 2006, the Company's
President has an accrued compensation balance of $595,249 compare to 283,501,
respectively. The President advanced the Company funds to pay expenses. The
reimbursed funds advanced totaled $46,408 at March 31, 2007.
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NOTE 5 - Stockholders' Deficit
In July 2003 the Board of Directors authorized the issuance of 286,713
restricted common shares to the President in exchange for a shareholder advance
of $48,773 and a receivable from the President of $51,227. The President is the
only member of the Board of Directors. Also in July 2003 a signing bonus of
$100,000 was paid to the President via the issuance of 279,720 shares of
restricted common stock.
In July 2003 a reverse stock split of 1:143 was authorized by the Board of
Directors, and the number of authorized shares was increased to 300 million. The
financial statements have been retroactively restated to reflect the reverse
stock split.
In August 2003 the Company issued 16,999,984 common shares to the
shareholders to whom interest was due on the line of credit. The issuance of
these shares relieved the entire outstanding payable of $150,519.
In September 2003 a 2:1 forward stock split was authorized by the Board of
Directors. The financial statements have been retroactively restated to reflect
the forward stock split.
On October 13, 2003 the board of directors authorized the issuance of
1,000,000 shares of restricted common stock to a law firm for services valued at
$370,000.
In March 2005, the company issued restricted common shares to satisfy debts
occurred in 2003 and 2004. The company issued 3,916,434 in restricted common
shares for 2004 printing and reproduction expense valued at $35,237, as well as
3,916,434 in restricted common shares for 2004 consulting expense valued at
$34,285. The company issued 24,867,132 restricted common shares in lieu of the
company's debt to the President for 2003 and 2004 for wages payable of $320,773,
advance from shareholder of $47,376 and vacation accrued of $42,922, and 2005
wages payable of $66,000 and vacation accrued of $4,125.
NOTE 6 - Commitments and Contingencies
There were various claims and lawsuits pending against the Company, such as
Merrill Lynch Canada Inc., which has expired under California Law, Statue of
Limitation.
The Company settled an action by a bank regarding an overdraft. The
settlement carried an interest rate of 9.0% and twelve monthly payments of
$3,321. The Company made three payments before defaulting on this settlement.
The amount due as of March 31, 2007 is $28,343. Related interest of $12,985 has
also been accrued by the Company.
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Item 2 - Management's Discussion and Analysis or Plan of Operation
NOTE: The following discussion and analysis should be read in conjunction with
the Company's Interim Financial Statements (unaudited) and the Notes to the
Financial Statements for the three months ended March 31, 2007.
Plan of Operation
We are in the development stage and have no revenues from operations, nor
do we expect revenues for the foreseeable future. To date, we have funded our
various business activities through advances from officers and stockholders and
through the issuance of equity stock. Our officers are under no obligation to
continue to provide advances to the us.
We have no cash or cash equivalent resources, no lines of credit, nor any
other source of funds.
We have suspended our proposed activities in mineral exploration in the
Republic of Tajikistan because of our inability to secure funding, and are
currently exploring other business opportunities. Our ability to resume mineral
exploration, or to acquire or start another business, will likely depend upon
our success in raising capital through stock sales or some other means, of which
we cannot be certain.
If we sell equity stock to raise capital, our current stockholders will
experience substantial dilution of their shareholdings.
Uncertainty as to Certain Accounts Payable
After much review of our corporate files, books and records, we were unable
to locate invoices or documents to substantiate the Accounts Payables and
Related Parties from previous management carried on our books. We have concluded
during a regulatory review ending June 30, 2006 that the Accounts Payable and
Related Parties were stated in error and should be written off against Retained
Earnings.
March 31, 2007 versus 2006
Operating expenses for the the three months ended decreased to $98,386 in
2007 compared to $125,336 for the comparable period in 2006. As the company had
no cash resources, expenses were funded by issuance of common stock, by loans
subsequently settled by the issuance of our common stock, and by an increase in
the Related Party Payable account.
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Item 3 - Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
Our Chief Executive Officer, who is our principal executive officer and
also serves as our interim principal accounting officer, conducted an evaluation
of the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as of the end of the period covered by this report (the
"evaluation date"). Based on this evaluation, the officer has concluded as of
the evaluation date that our disclosure controls and procedures were effective
such that the material information required to be included in our periodic
filings with the Securities and Exchange Commission is accumulated and
communicated to management (including the principal executive officer) as
appropriate to allow timely decisions regarding required disclosure and
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms relating to the company.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING.
There were no changes in our internal control over financial reporting
during the period covered by this report that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
There were various claims and lawsuits pending against the Company which
has expired under California Law of Statute of Limitation. See Note 6 to the
Interim Financial Statements.
Item 2 - Changes in Securities
None.
Item 3 - Defaults Upon Senior Securities
None.
Item 4 - Submission of Matters to a Vote of Security Holders
None.
Item 5 - Other Information
None.
-13-
Item 6 - Exhibits and Reports on Form 8-K
None.
The following exhibits are filed herewith:
Ex. 31 Certification of CEO / CFO
Ex. 32 Certification of CEO / CFO
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Intercontinental Resources, INC.
May 14, 2007 /s/ Matthew Markin
------------------ -----------------------------------------
Dated President, Acting Chief Financial Officer
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